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EX-10.1 - ROCKOV SEPARATION AGREEMENT - ROAN RESOURCES, INC.exhibit101executiveseparat.htm
EX-32.2 - CERTIFICATION OF CFO SECTION 906 - ROAN RESOURCES, INC.exhibit322q32015.htm
EX-31.2 - CERTIFICATION OF CFO SECTION 302 - ROAN RESOURCES, INC.exhibit312q32015.htm
EX-31.1 - CERTIFICATION OF CEO SECTION 302 - ROAN RESOURCES, INC.exhibit311q32015.htm
EX-32.1 - CERTIFICATION OF CEO SECTION 906 - ROAN RESOURCES, INC.exhibit321q32015.htm


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _______________ to _______________
Commission File Number: 000-51719
LINN ENERGY, LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
65-1177591
(IRS Employer
Identification No.)
600 Travis, Suite 5100
Houston, Texas
(Address of principal executive offices)
77002
(Zip Code)
(281) 840-4000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x     Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of October 31, 2015, there were 355,039,816 units outstanding.
 



TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i


GLOSSARY OF TERMS
As commonly used in the oil and natural gas industry and as used in this Quarterly Report on Form 10-Q, the following terms have the following meanings:
Bbl. One stock tank barrel or 42 United States gallons liquid volume.
Bcf. One billion cubic feet.
Bcfe. One billion cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of oil, condensate or natural gas liquids.
Btu. One British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water from 58.5 degrees to 59.5 degrees Fahrenheit.
MBbls. One thousand barrels of oil or other liquid hydrocarbons.
MBbls/d. MBbls per day.
Mcf. One thousand cubic feet.
Mcfe. One thousand cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of oil, condensate or natural gas liquids.
MMBbls. One million barrels of oil or other liquid hydrocarbons.
MMBtu. One million British thermal units.
MMcf. One million cubic feet.
MMcf/d. MMcf per day.
MMcfe. One million cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of oil, condensate or natural gas liquids.
MMcfe/d. MMcfe per day.
MMMBtu. One billion British thermal units.
NGL. Natural gas liquids, which are the hydrocarbon liquids contained within natural gas.

ii


PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
LINN ENERGY, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
September 30,
2015
 
December 31,
2014
 
(in thousands,
except unit amounts)
ASSETS
 
Current assets:
 
 
 
Cash and cash equivalents
$
344,806

 
$
1,809

Accounts receivable – trade, net
271,156

 
471,684

Derivative instruments
1,132,164

 
1,077,142

Other current assets
112,222

 
155,955

Total current assets
1,860,348

 
1,706,590

 
 
 
 
Noncurrent assets:
 
 
 
Oil and natural gas properties (successful efforts method)
18,061,991

 
18,068,900

Less accumulated depletion and amortization
(7,953,397
)
 
(4,867,682
)
 
10,108,594

 
13,201,218

 
 
 
 
Other property and equipment
713,783

 
669,149

Less accumulated depreciation
(187,383
)
 
(144,282
)
 
526,400

 
524,867

 
 
 
 
Derivative instruments
721,733

 
848,097

Restricted cash
257,043

 
6,225

Other noncurrent assets
104,351

 
136,512

 
1,083,127

 
990,834

Total noncurrent assets
11,718,121

 
14,716,919

Total assets
$
13,578,469

 
$
16,423,509

 
 
 
 
LIABILITIES AND UNITHOLDERS’ CAPITAL
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
568,349

 
$
814,809

Derivative instruments
1,462

 

Other accrued liabilities
182,178

 
167,736

Total current liabilities
751,989

 
982,545

 
 
 
 
Noncurrent liabilities:
 
 
 
Credit facilities
3,478,175

 
2,968,175

Term loan
500,000

 
500,000

Senior notes, net
6,050,101

 
6,827,634

Derivative instruments
743

 
684

Other noncurrent liabilities
603,156

 
600,866

Total noncurrent liabilities
10,632,175

 
10,897,359

 
 
 
 
Commitments and contingencies (Note 10)


 


 
 
 
 
Unitholders’ capital:
 
 
 
355,050,314 units and 331,974,913 units issued and outstanding at September 30, 2015, and December 31, 2014, respectively
5,334,115

 
5,395,811

Accumulated deficit
(3,139,810
)
 
(852,206
)
 
2,194,305

 
4,543,605

Total liabilities and unitholders’ capital
$
13,578,469

 
$
16,423,509

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


LINN ENERGY, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per unit amounts)
Revenues and other:
 
 
 
 
 
 
 
Oil, natural gas and natural gas liquids sales
$
427,245

 
$
937,458

 
$
1,374,233

 
$
2,844,185

Gains (losses) on oil and natural gas derivatives
549,029

 
451,702

 
782,622

 
(198,579
)
Marketing revenues
15,723

 
39,836

 
60,200

 
100,655

Other revenues
6,307

 
6,119

 
19,624

 
19,392

 
998,304

 
1,435,115

 
2,236,679

 
2,765,653

Expenses:
 
 
 
 
 
 
 
Lease operating expenses
154,086

 
191,630

 
467,759

 
570,564

Transportation expenses
54,915

 
53,412

 
164,250

 
143,896

Marketing expenses
9,359

 
31,574

 
47,359

 
75,920

General and administrative expenses
60,113

 
75,384

 
237,731

 
221,518

Exploration costs
3,072

 
7,850

 
4,032

 
10,492

Depreciation, depletion and amortization
207,218

 
290,287

 
637,964

 
832,523

Impairment of long-lived assets
2,255,080

 
603,250

 
2,787,697

 
603,250

Taxes, other than income taxes
46,238

 
66,770

 
158,317

 
201,014

Gains on sale of assets and other, net
(166,980
)
 
(35,803
)
 
(197,263
)
 
(27,750
)
 
2,623,101

 
1,284,354

 
4,307,846

 
2,631,427

Other income and (expenses):
 
 
 
 
 
 
 
Interest expense, net of amounts capitalized
(138,383
)
 
(154,047
)
 
(427,584
)
 
(422,160
)
Gain on extinguishment of debt
197,741

 

 
213,527

 

Other, net
(1,701
)
 
(1,847
)
 
(10,060
)
 
(6,699
)
 
57,657

 
(155,894
)
 
(224,117
)
 
(428,859
)
Loss before income taxes
(1,567,140
)
 
(5,133
)
 
(2,295,284
)
 
(294,633
)
Income tax expense (benefit)
2,177

 
(1,033
)
 
(7,680
)
 
2,674

Net loss
$
(1,569,317
)
 
$
(4,100
)
 
$
(2,287,604
)
 
$
(297,307
)
 
 
 
 
 
 
 
 
Net loss per unit:
 
 
 
 
 
 
 
Basic
$
(4.47
)
 
$
(0.02
)
 
$
(6.72
)
 
$
(0.92
)
Diluted
$
(4.47
)
 
$
(0.02
)
 
$
(6.72
)
 
$
(0.92
)
Weighted average units outstanding:
 
 
 
 
 
 
 
Basic
350,695

 
329,168

 
340,831

 
328,783

Diluted
350,695

 
329,168

 
340,831

 
328,783

 
 
 
 
 
 
 
 
Distributions declared per unit
$
0.313

 
$
0.725

 
$
0.938

 
$
2.175

The accompanying notes are an integral part of these condensed consolidated financial statements.

2


LINN ENERGY, LLC
CONDENSED CONSOLIDATED STATEMENT OF UNITHOLDERS’ CAPITAL
(Unaudited)
 
Units
 
Unitholders’ Capital
 
Accumulated Deficit
 
Treasury Units
(at Cost)
 
Total Unitholders’ Capital
 
(in thousands)
 
 
 
 
 
 
 
 
 
 
December 31, 2014
331,975

 
$
5,395,811

 
$
(852,206
)
 
$

 
$
4,543,605

Sale of units, net of offering costs of $8,762
19,622

 
224,665

 

 

 
224,665

Issuance of units
3,644

 

 

 

 

Cancellation of units
(191
)
 
(672
)
 

 
672

 

Purchase of units
 
 

 

 
(672
)
 
(672
)
Distributions to unitholders
 
 
(323,878
)
 

 

 
(323,878
)
Unit-based compensation expenses
 
 
47,918

 

 

 
47,918

Excess tax benefit from unit-based compensation and other
 
 
(9,729
)
 

 

 
(9,729
)
Net loss
 
 

 
(2,287,604
)
 

 
(2,287,604
)
September 30, 2015
355,050

 
$
5,334,115

 
$
(3,139,810
)
 
$

 
$
2,194,305

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


LINN ENERGY, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine Months Ended
September 30,
 
2015
 
2014
 
(in thousands)
Cash flow from operating activities:
 
 
 
Net loss
$
(2,287,604
)
 
$
(297,307
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
637,964

 
832,523

Impairment of long-lived assets
2,787,697

 
603,250

Unit-based compensation expenses
47,918

 
43,692

Gain on extinguishment of debt
(213,527
)
 

Amortization and write-off of deferred financing fees
23,798

 
29,236

Gains on sale of assets and other, net
(193,768
)
 
(33,135
)
Deferred income taxes
(8,263
)
 
2,619

Derivatives activities:
 
 
 
Total (gains) losses
(785,520
)
 
198,579

Cash settlements
858,368

 
(12,507
)
Changes in assets and liabilities:
 
 
 
(Increase) decrease in accounts receivable – trade, net
207,062

 
(56,014
)
Decrease in other assets
2,683

 
3,284

Increase (decrease) in accounts payable and accrued expenses
(36,626
)
 
112,235

Increase (decrease) in other liabilities
(5,413
)
 
9,355

Net cash provided by operating activities
1,034,769

 
1,435,810

 
 
 
 
Cash flow from investing activities:
 
 
 
Acquisition of oil and natural gas properties and joint-venture funding

 
(2,601,932
)
Development of oil and natural gas properties
(503,206
)
 
(1,176,478
)
Purchases of other property and equipment
(51,529
)
 
(50,138
)
Proceeds from sale of properties and equipment and other
364,195

 
(7,485
)
Net cash used in investing activities
(190,540
)
 
(3,836,033
)
 
 
 
 
Cash flow from financing activities:
 
 
 
Proceeds from sale of units
233,427

 

Proceeds from borrowings
1,405,000

 
5,300,024

Repayments of debt
(1,701,909
)
 
(2,156,124
)
Distributions to unitholders
(323,878
)
 
(721,235
)
Financing fees and offering costs
(8,774
)
 
(68,614
)
Excess tax benefit from unit-based compensation
(9,467
)
 
4,031

Other
(95,631
)
 
49,131

Net cash provided by (used in) financing activities
(501,232
)
 
2,407,213

 
 
 
 
Net increase in cash and cash equivalents
342,997

 
6,990

Cash and cash equivalents:
 
 
 
Beginning
1,809

 
52,171

Ending
$
344,806

 
$
59,161

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Basis of Presentation
Nature of Business
Linn Energy, LLC (“LINN Energy” or the “Company”) is an independent oil and natural gas company. LINN Energy’s mission is to acquire, develop and maximize cash flow from a growing portfolio of long-life oil and natural gas assets. The Company’s properties are located in eight operating regions in the United States (“U.S.”), in the Rockies, the Hugoton Basin, California, the Mid-Continent, the Permian Basin, TexLa, South Texas and Michigan/Illinois.
Principles of Consolidation and Reporting
The information reported herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted under Securities and Exchange Commission (“SEC”) rules and regulations; as such, this report should be read in conjunction with the financial statements and notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results reported in these unaudited condensed consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year.
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. Investments in noncontrolled entities over which the Company exercises significant influence are accounted for under the equity method.
The condensed consolidated financial statements for previous periods include certain reclassifications that were made to conform to current presentation. Such reclassifications have no impact on previously reported net income (loss), unitholders’ capital or cash flows.
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. The estimates that are particularly significant to the financial statements include estimates of the Company’s reserves of oil, natural gas and natural gas liquids (“NGL”), future cash flows from oil and natural gas properties, depreciation, depletion and amortization, asset retirement obligations, certain revenues and operating expenses, fair values of commodity derivatives and fair values of assets acquired and liabilities assumed. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Recently Issued Accounting Standards
In April 2015, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that is intended to simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU will be applied retrospectively as of the date of adoption and is effective for fiscal years beginning after December 15, 2015, and interim periods within those years (early adoption permitted). Adoption of this ASU is expected

5

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

to result in a decrease to the Company’s assets and liabilities in its consolidated balance sheets, with no impact to the consolidated statements of operations.
In May 2014, the FASB issued an ASU that is intended to improve and converge the financial reporting requirements for revenue from contracts with customers. This ASU will be applied either retrospectively or as a cumulative-effect adjustment as of the date of adoption and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years (early adoption permitted for fiscal years beginning after December 15, 2016, including interim periods within that year). The Company is currently evaluating the impact, if any, of the adoption of this ASU on its consolidated financial statements and related disclosures.
Note 2 – Divestiture, Acquisitions, Exchange of Properties and Joint-Venture Funding
Divestiture – 2015
On August 31, 2015, the Company, through certain of its wholly owned subsidiaries, completed the sale of its remaining position in Howard County in the Permian Basin. Cash proceeds received from the sale of these properties were approximately $276 million, net of costs to sell of approximately $1 million, and the Company recognized a net gain of approximately $174 million. The gain is included in “gains on sale of assets and other, net” on the condensed consolidated statements of operations. The Company used the net proceeds from the sale to repay a portion of the outstanding indebtedness under the LINN Credit Facility, which included debt initially incurred to fund the repurchase of a portion of its senior notes during 2015 (see Note 6).
Acquisitions – 2014
On September 11, 2014, the Company completed the acquisition of certain oil and natural gas properties located in the Hugoton Basin from Pioneer Natural Resources Company (“Pioneer” and the acquisition, the “Pioneer Assets Acquisition”) for total consideration of approximately $328 million, which was initially financed with borrowings under the LINN Credit Facility.
On August 29, 2014, the Company completed the acquisition of certain oil and natural gas properties located in five operating regions in the U.S. from subsidiaries of Devon Energy Corporation (“Devon” and the acquisition, the “Devon Assets Acquisition”) for total consideration of approximately $2.1 billion, which was initially financed with proceeds from a bridge loan and borrowings under a short-period term loan.
During the third quarter of 2014, the Company used the net proceeds from the issuance of its 6.50% senior notes due May 2019 and 6.50% senior notes due September 2021 to repay the bridge loan in full, and during the fourth quarter of 2014, the Company used the net proceeds from the sales of its Granite Wash properties as well as certain of its Wolfberry properties to repay the short-period term loan in full.
The revenues and expenses related to the Devon Assets Acquisition are included on the Company’s condensed consolidated statements of operations as of August 29, 2014. The following unaudited pro forma financial information presents a summary of the Company’s condensed combined results of operations for the three months and nine months ended September 30, 2014, assuming the Devon Assets Acquisition had been completed as of January 1, 2014, including adjustments to reflect the values assigned to the net assets acquired. The pro forma financial information has been prepared for informational purposes only and does not purport to represent what the actual results of operations would have been had the transaction been completed as of the date assumed, nor is this information necessarily indicative of future consolidated results of operations. The pro forma financial information does not give effect to the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the transaction.

6

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

 
Three Months Ended
September 30, 2014
 
Nine Months Ended
September 30, 2014
 
(in thousands, except per unit amounts)
 
 
 
 
Total revenues and other
$
1,509,498

 
$
3,117,792

Total operating expenses
$
(1,330,384
)
 
$
(2,846,361
)
Net income (loss)
$
1,480

 
$
(251,192
)
 
 
 
 
Net income (loss) per unit:
 
 
 
Basic
$

 
$
(0.78
)
Diluted
$

 
$
(0.78
)
The pro forma condensed combined results of operations includes adjustments to:
Reflect the results of the Devon Assets Acquisition.
Reflect incremental depreciation, depletion and amortization expense, using the unit-of-production method related to oil and natural gas properties acquired and an estimated useful life of 10 years for other property and equipment.
Reflect incremental accretion expense related to asset retirement obligations on oil and natural gas properties acquired.
Reflect an increase in interest expense related to incremental debt of $2.3 billion incurred to fund the purchase price.
Reflect incremental amortization of deferred financing fees associated with debt incurred to fund the purchase price.
Exclude transaction costs related to the Devon Assets Acquisition included in the historical statements of operations as they reflect nonrecurring charges not expected to have a continuing impact on the combined results.
Exchange of Properties – 2014
On August 15, 2014, the Company, through two of its wholly owned subsidiaries, completed the trade of a portion of its Permian Basin properties to Exxon Mobil Corporation and its affiliates, including its wholly owned subsidiary XTO Energy Inc., in exchange for properties in the Hugoton Basin. The noncash exchange was accounted for at fair value and the Company recognized a net gain of approximately $45 million, including costs to sell of approximately $3 million. The gain is equal to the difference between the carrying value and the fair value of the assets exchanged less costs to sell, and is included in “gains on sale of assets and other, net” on the condensed consolidated statements of operations. The fair value measurements were based on inputs that are not observable and therefore represent Level 3 inputs under the fair value hierarchy.
Joint-Venture Funding – 2014
During the first quarter of 2014, the Company paid approximately $25 million, including interest, to complete the total funding commitment of $400 million related to the joint-venture agreement it entered into with an affiliate of Anadarko Petroleum Corporation (“Anadarko”) in April 2012.
Note 3 – Unitholders’ Capital
At-the-Market Offering Program
The Company’s Board of Directors has authorized the sale of up to $500 million of units under an at-the-market offering program. Sales of units, if any, will be made under an equity distribution agreement by means of ordinary brokers’ transactions, through the facilities of the NASDAQ Global Select Market, any other national securities exchange or facility thereof, a trading facility of a national securities association or an alternate trading system, to or through a market maker or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions, or as

7

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

otherwise agreed with a sales agent. The Company expects to use the net proceeds from any sale of units for general corporate purposes, which may include, among other things, capital expenditures, acquisitions and the repayment of debt.
During the nine months ended September 30, 2015, the Company, under its equity distribution agreement, sold 3,621,983 units representing limited liability company interests at an average unit price of $12.37 for net proceeds of approximately $44 million (net of approximately $448,000 in commissions). In connection with the issuance and sale of these units, the Company also incurred professional services expenses of approximately $459,000. The Company used the net proceeds for general corporate purposes, including the open market repurchases of a portion of its senior notes (see Note 6). At September 30, 2015, units totaling approximately $455 million in aggregate offering price remained available to be sold under the agreement.
Public Offering of Units
In May 2015, the Company sold 16,000,000 units representing limited liability company interests in an underwritten public offering at $11.79 per unit ($11.32 per unit, net of underwriting discount) for net proceeds of approximately $181 million (after underwriting discount and offering costs of approximately $8 million). The Company used the net proceeds from the sale of these units to repay a portion of the outstanding indebtedness under the LINN Credit Facility, which included debt initially incurred to fund the open market repurchases of a portion of its senior notes during 2015 (see Note 6).
Forfeiture of Units in Exchange for Cash
In August 2015, in accordance with terms of the separation agreement between the Company and Kolja Rockov dated August 31, 2015, Mr. Rockov agreed to forfeit 191,446 units issued to him under the Company’s equity compensation plan (see Note 5) in exchange for payment of approximately $672,000. These units will remain available for issuance under the Company’s equity compensation plan.
Distributions
Under the Company’s limited liability company agreement, unitholders are entitled to receive a distribution of available cash, which includes cash on hand plus borrowings less any reserves established by the Company’s Board of Directors to provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, including drilling, acquisitions and anticipated future credit needs) or to fund distributions over the next four quarters. Distributions paid by the Company are presented on the condensed consolidated statement of unitholders’ capital and the condensed consolidated statements of cash flows. Monthly distributions were paid by the Company through September 2015. In October 2015, the Company’s Board of Directors determined to suspend payment of the Company’s distribution. The Company’s Board of Directors will continue to evaluate the Company’s ability to reinstate the distribution.
Note 4 – Oil and Natural Gas Properties
Oil and Natural Gas Capitalized Costs
Aggregate capitalized costs related to oil, natural gas and NGL production activities with applicable accumulated depletion and amortization are presented below:
 
September 30,
2015
 
December 31,
2014
 
(in thousands)
Proved properties:
 
 
 
Leasehold acquisition
$
13,296,925

 
$
13,362,642

Development
2,909,071

 
2,830,841

Unproved properties
1,855,995

 
1,875,417

 
18,061,991

 
18,068,900

Less accumulated depletion and amortization
(7,953,397
)
 
(4,867,682
)
 
$
10,108,594

 
$
13,201,218


8

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

Impairment of Proved Properties
The Company evaluates the impairment of its proved oil and natural gas properties on a field-by-field basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The carrying values of proved properties are reduced to fair value when the expected undiscounted future cash flows of proved and risk-adjusted probable and possible reserves are less than net book value. The fair values of proved properties are measured using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Significant inputs used to determine the fair values of proved properties include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change.
Based on the analysis described above, the Company recorded the following noncash impairment charges (before and after tax) associated with proved oil and natural gas properties:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
 
 
Rockies region
$
1,182,337

 
$

 
$
1,182,337

 
$

California region
330,311

 

 
537,511

 

TexLa region
375,567

 

 
408,667

 

Mid-Continent region
366,865

 

 
372,568

 

Shallow Texas Panhandle Brown Dolomite formation

 

 
277,914

 

South Texas region

 

 
8,700

 

Permian Basin region

 
603,250

 

 
603,250

 
$
2,255,080

 
$
603,250

 
$
2,787,697

 
$
603,250

The impairment charges in 2015 were due to a decline in commodity prices and the Company’s estimates of proved reserves, and the impairment in 2014 was due to the divestiture of certain high valued unproved properties in the Midland Basin in which the expected cash flows were previously included in the impairment assessment for proved oil and natural gas properties.
The carrying values of the impaired proved properties were reduced to fair value, estimated using inputs characteristic of a Level 3 fair value measurement. The impairment charges are included in “impairment of long-lived assets” on the condensed consolidated statements of operations.
Note 5 – Unit-Based Compensation
During the nine months ended September 30, 2015, the Company granted 3,478,595 restricted units and 697,120 phantom units to employees, primarily as part of its annual review of its employees’ compensation, including executives, with an aggregate fair value of approximately $42 million. The restricted units and phantom units vest over three years. In addition, during the nine months ended September 30, 2015, the Company granted 400,502 unrestricted units, primarily as part of severance arrangements, with an aggregate fair value of approximately $4 million. A summary of unit-based compensation expenses included on the condensed consolidated statements of operations is presented below:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
 
 
General and administrative expenses
$
13,040

 
$
9,445

 
$
40,717

 
$
37,164

Lease operating expenses
1,167

 
1,664

 
7,201

 
6,528

Total unit-based compensation expenses
$
14,207

 
$
11,109

 
$
47,918

 
$
43,692

Income tax benefit
$
5,250

 
$
4,105

 
$
17,706

 
$
16,144


9

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)


Cash-Based Performance Unit Awards
In January 2015, the Company also granted 567,320 performance units (the maximum number of units available to be earned) to certain executive officers. The 2015 performance unit awards vest three years from the award date. The vesting of these units is determined based on the Company’s performance compared to the performance of a predetermined group of peer companies over a specified performance period, and the value of vested units is to be paid in cash. To date, no performance units have vested and no amounts have been paid to settle any such awards. Performance unit awards that are settled in cash are recorded as a liability with the changes in fair value recognized over the vesting period. Based on the performance criteria, there was no liability recorded for these performance unit awards at September 30, 2015.
Note 6 – Debt
The following summarizes the Company’s outstanding debt:
 
September 30,
2015
 
December 31, 2014
 
(in thousands, except percentages)
 
 
 
 
LINN credit facility (1)
$
2,305,000

 
$
1,795,000

Berry credit facility (2)
1,173,175

 
1,173,175

Term loan (3)
500,000

 
500,000

6.50% senior notes due May 2019
1,159,215

 
1,200,000

6.25% senior notes due November 2019
1,483,928

 
1,800,000

8.625% senior notes due April 2020
1,123,483

 
1,300,000

6.75% Berry senior notes due November 2020
261,100

 
299,970

7.75% senior notes due February 2021
963,774

 
1,000,000

6.50% senior notes due September 2021
502,010

 
650,000

6.375% Berry senior notes due September 2022
572,700

 
599,163

Net unamortized discounts and premiums
(16,109
)
 
(21,499
)
Total debt, net
10,028,276

 
10,295,809

Less current maturities

 

Total long-term debt, net
$
10,028,276

 
$
10,295,809

(1) 
Variable interest rates of 2.39% and 1.92% at September 30, 2015, and December 31, 2014, respectively.
(2) 
Variable interest rates of 2.71% and 2.67% at September 30, 2015, and December 31, 2014, respectively.
(3) 
Variable interest rates of 2.72% and 2.66% at September 30, 2015, and December 31, 2014, respectively.
Fair Value
The Company’s debt is recorded at the carrying amount on the condensed consolidated balance sheets. The carrying amounts of the Company’s credit facilities and term loan approximate fair value because the interest rates are variable and reflective of market rates. The Company uses a market approach to determine the fair value of its senior notes using estimates based on prices quoted from third-party financial institutions, which is a Level 2 fair value measurement.

10

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

 
September 30, 2015
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
(in thousands)
 
 
 
 
 
 
 
 
Credit facilities
$
3,478,175

 
$
3,478,175

 
$
2,968,175

 
$
2,968,175

Term loan
500,000

 
500,000

 
500,000

 
500,000

Senior notes, net
6,050,101

 
1,610,642

 
6,827,634

 
5,703,649

Total debt, net
$
10,028,276

 
$
5,588,817

 
$
10,295,809

 
$
9,171,824

Credit Facilities
LINN Credit Facility
The Company’s Sixth Amended and Restated Credit Agreement (“LINN Credit Facility”) provides for (1) a senior secured revolving credit facility and (2) a $500 million senior secured term loan, in aggregate subject to the then-effective borrowing base. Borrowing capacity under the revolving credit facility is limited to the lesser of: (i) the then-effective borrowing base reduced by the $500 million term loan and (ii) the maximum commitment amount of $4.0 billion, and was $3.55 billion as of September 30, 2015. The maturity date is April 2019. At September 30, 2015, the borrowing base under the LINN Credit Facility was $4.05 billion (which was reaffirmed in October 2015, subject to conditions described below) and availability under the revolving credit facility was approximately $1.2 billion, which includes reductions for the $500 million term loan and $6 million of outstanding letters of credit.
In October 2015, the Company entered into an amendment to the LINN Credit Facility to provide for, among other things: (i) a “springing maturity” based on the maturity of any outstanding LINN Energy junior lien debt; (ii) the ability to incur up to $4.0 billion of junior lien debt to accommodate exchanges of the Company’s outstanding unsecured senior notes and Berry Petroleum Company, LLC (“Berry”) senior notes or as additional indebtedness, but such additional indebtedness may not exceed $1.0 billion; (iii) if the Berry Consolidation (defined below) happens on or before January 1, 2016, the ability to issue up to the $1.0 billion of the additional junior lien debt described in the previous clause (ii) without a corresponding reduction in our borrowing base before the next scheduled redetermination; (iv) a minimum liquidity requirement equal to the greater of $500 million and 15% of the then effective available borrowing base after giving effect to certain redemptions or repurchases of certain debt; (v) a decrease in the covenant requiring the maintenance of an EBITDA to Interest Expense ratio of 2.5 to 1.0, such that the minimum required ratio is decreased to 2.0 to 1.0 from December 31, 2015 through December 31, 2016, to 2.25 to 1.0 from March 31, 2017 through June 30, 2017 and returning to 2.5 to 1.0 thereafter; (vi) the ability to make necessary tax-related distributions or contributions to LinnCo, LLC; (vii) an increase in the mortgage requirement on the total value of the oil and natural gas properties included on our most recent reserve report from 80% to 90%; and (viii) an increase to the applicable margin charged on borrowings under the LINN Credit Facility by 0.25% and an increase in the commitment fee under the LINN Credit Facility on the average daily unused amount of the maximum commitment amount of the lenders to 0.5% per annum.
Redetermination of the borrowing base under the LINN Credit Facility, based primarily on reserve reports using lender commodity price expectations at such time, occurs semi-annually, in April and October. The administrative agent, at the direction of a super-majority of certain of the lenders, has the right to request one interim borrowing base redetermination per year. The Company also has the right to request one interim borrowing base redetermination per year, as well as the right to an additional interim redetermination each year in connection with certain acquisitions. Continued low commodity prices, reductions in the Company’s capital budget and the resulting reserve write-downs, along with the maturity schedule of the Company’s hedges, may impact future redeterminations.
The spring 2015 semi-annual borrowing base redetermination was completed in May 2015, and, as a result of lower commodity prices, the borrowing base under the LINN Credit Facility decreased from $4.5 billion to $4.05 billion. The fall 2015 semi-annual redetermination was completed in October 2015 and the borrowing base under the LINN Credit Facility was reaffirmed at $4.05 billion. The borrowing base will automatically decrease to $3.6 billion on January 1, 2016, subject to any additional reductions for additional junior lien debt issued since this redetermination, if the following conditions are not met on or before

11

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

January 1, 2016: (i) the issuance by the Company of at least $250 million of additional junior lien debt; (ii) repayment and extinguishment of the Berry Credit Facility (as defined below); and (iii) the guarantee by Berry of the LINN Credit Facility or the merger or consolidation of Berry with a guarantor under the LINN Credit Facility (collectively, the “Berry Consolidation”). Notwithstanding this, borrowing availability under the LINN Credit Facility will be limited to $3.6 billion (which amount includes the outstanding $500 million term loan) until the earlier of a) January 1, 2016 or b) the date of the Berry Consolidation.
The Company’s obligations under the LINN Credit Facility, as amended, are secured by mortgages on certain of its material subsidiaries’ oil and natural gas properties and other personal property as well as a pledge of all ownership interests in the Company’s direct and indirect material subsidiaries. The Company is required to maintain mortgages on properties representing at least 90% of the total value of oil and natural gas properties included on its most recent reserve report. Additionally, the obligations under the LINN Credit Facility are guaranteed by all of the Company’s material subsidiaries, other than Berry, and are required to be guaranteed by any future material subsidiaries. The Company is in compliance with all financial and other covenants of the LINN Credit Facility.
At the Company’s election, interest on borrowings under the LINN Credit Facility, as amended, is determined by reference to either the London Interbank Offered Rate (“LIBOR”) plus an applicable margin between 1.75% and 2.75% per annum (depending on the then-current level of borrowings under the LINN Credit Facility) or the alternate base rate (“ABR”) plus an applicable margin between 0.75% and 1.75% per annum (depending on the then-current level of borrowings under the LINN Credit Facility). Interest is generally payable quarterly for loans bearing interest based on the ABR and at the end of the applicable interest period for loans bearing interest at the LIBOR. The Company is required to pay a commitment fee to the lenders under the LINN Credit Facility, which accrues at a rate per annum of 0.50% on the average daily unused amount of the maximum commitment amount of the lenders.
The $500 million term loan has a maturity date of April 2019 and incurs interest based on either the LIBOR plus a margin of 2.75% per annum or the ABR plus a margin of 1.75% per annum, at the Company’s election. Interest is generally payable quarterly for loans bearing interest based on the ABR and at the end of the applicable interest period for loans bearing interest at the LIBOR. The term loan may be repaid at the option of the Company without premium or penalty, subject to breakage costs. While the term loan is outstanding, the Company is required to maintain either: 1) mortgages on properties representing at least 80% of the total value of oil and natural gas properties included on its most recent reserve report, or 2) a Term Loan Collateral Coverage Ratio of at least 2.5 to 1.0. The Term Loan Collateral Coverage Ratio is defined as the ratio of the present value of future cash flows from proved reserves from the currently mortgaged properties to the lesser of: (i) the then-effective borrowing base and (ii) the maximum commitment amount and the aggregate amount of the term loan outstanding. The other terms and conditions of the LINN Credit Facility, including the financial and other restrictive covenants set forth therein, are applicable to the term loan.
Berry Credit Facility
Berry’s Second Amended and Restated Credit Agreement (“Berry Credit Facility”) had a borrowing base of $1.2 billion, subject to lender commitments, as of September 30, 2015. The maturity date is April 2019. At September 30, 2015, lender commitments under the facility were $1.2 billion but there was less than $1 million of available borrowing capacity, including outstanding letters of credit.
In October 2015, Berry entered into an amendment to the Berry Credit Facility to provide for, among other things: (i) a springing maturity based on the maturity of any outstanding Berry junior lien debt; (ii) the ability of Berry to incur junior lien debt to refinance its senior notes or as additional indebtedness, but such additional indebtedness issued may not exceed $500 million outstanding at any one time and is subject to a borrowing base reduction; (iii) a decrease in Berry’s covenant requiring the maintenance of an EBITDA to Interest Expense ratio of 2.5 to 1.0, such that the permissible ratio is decreased to 2.0 to 1.0 from December 31, 2015 through December 31, 2016, to 2.25 to 1.0 from March 31, 2017 through June 30, 2017 and returning to 2.5 to 1.0 thereafter; (iv) an increase in the mortgage requirement on the total value of the oil and natural gas properties included in Berry’s most recent reserve report from 80% to 90%; (v) an increase to the applicable margin charged on borrowings under the Berry Credit Facility by 0.25% and increase the commitment fee under the Berry Credit Facility to 0.5% per annum; and (vi) permission to prepay or exchange Berry’s senior notes with notes issued by LINN Energy.

12

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

Redetermination of the borrowing base under the Berry Credit Facility, based primarily on reserve reports using lender commodity price expectations at such time, occurs semi-annually, in April and October. A super-majority of the lenders under the Berry Credit Facility and Berry also have the right to request interim borrowing base redeterminations once between scheduled redeterminations. The spring 2015 semi-annual borrowing base redetermination was completed in May 2015, and, as a result of lower commodity prices, the borrowing base under the Berry Credit Facility decreased from $1.4 billion to $1.2 billion. The fall 2015 semi-annual redetermination was completed in October 2015 and the borrowing base under the Berry Credit Facility decreased from $1.2 billion to $900 million. Continued low commodity prices, reductions in the Company’s capital budget and the resulting reserve write-downs may impact future redeterminations.
In connection with the reduction in Berry’s borrowing base in October 2015, Berry repaid $300 million of borrowings outstanding under the Berry Credit Facility. In connection with the reduction in Berry’s borrowing base in May 2015, LINN Energy borrowed $250 million under the LINN Credit Facility, which it contributed to Berry to post as restricted cash with Berry’s lenders. As directed by LINN Energy, the $250 million was deposited on Berry’s behalf in a security account with the administrative agent subject to a security control agreement. Berry’s ability to withdraw funds from this account is subject to a concurrent reduction of the borrowing base under the Berry Credit Facility or lender’s consent in connection with a redetermination of such borrowing base. The $250 million may be used to satisfy obligations under the Berry Credit Facility or, subject to restrictions in the indentures governing Berry’s senior notes, may be returned to LINN Energy in the future. The amount is included in “restricted cash” on the condensed consolidated balance sheet.
Berry’s obligations under the Berry Credit Facility, as amended, are secured by mortgages on its oil and natural gas properties and other personal property. Berry is required to maintain mortgages on properties representing at least 90% of the present value of its oil and natural gas proved reserves. Berry is in compliance with all financial and other covenants of the Berry Credit Facility.
At Berry’s election, interest on borrowings under the Berry Credit Facility, as amended, is determined by reference to either the LIBOR plus an applicable margin between 1.75% and 2.75% per annum (depending on the then-current level of borrowings under the Berry Credit Facility) or a Base Rate (as defined in the Berry Credit Facility) plus an applicable margin between 0.75% and 1.75% per annum (depending on the then-current level of borrowings under the Berry Credit Facility). Interest is generally payable quarterly for loans bearing interest based on the Base Rate and at the end of the applicable interest period for loans bearing interest at the LIBOR. Berry is required to pay a commitment fee to the lenders under the Berry Credit Facility, which accrues at a rate per annum of 0.5% on the average daily unused amount of the maximum commitment amount of the lenders.
The Company refers to the LINN Credit Facility and the Berry Credit Facility, collectively, as the “Credit Facilities.”
Repurchases of Senior Notes
During the nine months ended September 30, 2015, the Company repurchased, through privately negotiated transactions and on the open market, approximately $783 million of its outstanding senior notes as follows:
6.50% senior notes due May 2019 – $41 million;
6.25% senior notes due November 2019 – $316 million;
8.625% senior notes due April 2020 – $177 million;
6.75% Berry senior notes due November 2020 – $39 million;
7.75% senior notes due February 2021 – $36 million;
6.50% senior notes due September 2021 – $148 million; and
6.375% Berry senior notes due September 2022 – $26 million.
In connection with the repurchases, the Company paid approximately $557 million in cash and recorded a gain on extinguishment of debt of approximately $214 million for the nine months ended September 30, 2015.

13

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

Senior Notes Covenants
The Company’s senior notes contain covenants that, among other things, may limit its ability to: (i) pay distributions on, purchase or redeem the Company’s units or redeem its subordinated debt; (ii) make investments; (iii) incur or guarantee additional indebtedness or issue certain types of equity securities; (iv) create certain liens; (v) sell assets; (vi) consolidate, merge or transfer all or substantially all of the Company’s assets; (vii) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. The Company is in compliance with all financial and other covenants of its senior notes.
Berry’s senior notes contain covenants that, among other things, may limit its ability to: (i) incur or guarantee additional indebtedness; (ii) pay distributions or dividends on Berry’s equity or redeem its subordinated debt; (iii) create certain liens; (iv) enter into agreements that restrict distributions or other payments from Berry’s restricted subsidiaries to Berry; (v) sell assets; (vi) engage in transactions with affiliates; and (vii) consolidate, merge or transfer all or substantially all of Berry’s assets. Berry is in compliance with all financial and other covenants of its senior notes.
In addition, any cash generated by Berry is currently being used by Berry to fund its activities. To the extent that Berry generates cash in excess of its needs and determines to distribute such amounts to LINN Energy, the indentures governing Berry’s senior notes limit the amount it may distribute to LINN Energy to the amount available under a “restricted payments basket,” and Berry may not distribute any such amounts unless it is permitted by the indentures to incur additional debt pursuant to the consolidated coverage ratio test set forth in the Berry indentures. Berry’s restricted payments basket may be increased in accordance with the terms of the Berry indentures by, among other things, 50% of Berry’s future net income, reductions in its indebtedness and restricted investments, and future capital contributions.
Note 7 – Derivatives
Commodity Derivatives
The Company seeks to hedge a significant portion of its forecasted production to reduce exposure to fluctuations in the prices of oil and natural gas and provide long-term cash flow predictability to manage its business, service debt and, if and when resumed, pay distributions. The current direct NGL hedging market is constrained in terms of price, volume, duration and number of counterparties, which limits the Company’s ability to effectively hedge its NGL production. The Company also hedges its exposure to natural gas differentials in certain operating areas but does not currently hedge exposure to oil differentials.
The Company enters into commodity hedging transactions primarily in the form of swap contracts that are designed to provide a fixed price and, from time to time, put options that are designed to provide a fixed price floor with the opportunity for upside. The Company enters into these transactions with respect to a portion of its projected production or consumption to provide an economic hedge of the risk related to the future commodity prices received or paid. The Company does not enter into derivative contracts for trading purposes. In connection with the 2013 acquisition of Berry, the Company assumed certain derivative contracts that Berry had entered into prior to the acquisition date, including swap contracts, collars and three-way collars. The Company did not designate any of its contracts as cash flow hedges; therefore, the changes in fair value of these instruments are recorded in current earnings. See Note 8 for fair value disclosures about oil and natural gas commodity derivatives.

14

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

The following table summarizes derivative positions for the periods indicated as of September 30, 2015:
 
October 1 - December 31, 2015
 
2016
 
2017
 
2018
Natural gas positions:
 
 
 
 
 
 
 
Fixed price swaps (NYMEX Henry Hub):
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
29,753

 
121,841

 
120,122

 
36,500

Average price ($/MMBtu)
$
5.19

 
$
4.20

 
$
4.26

 
$
5.00

Put options (NYMEX Henry Hub):
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
18,111

 
76,269

 
66,886

 

Average price ($/MMBtu)
$
5.00

 
$
5.00

 
$
4.88

 
$

Oil positions:
 
 
 
 
 
 
 
Fixed price swaps (NYMEX WTI): (1)
 
 
 
 
 
 
 
Hedged volume (MBbls)
3,890

 
11,465

 
4,755

 

Average price ($/Bbl)
$
87.22

 
$
90.56

 
$
89.02

 
$

Three-way collars (NYMEX WTI):
 
 
 
 
 
 
 
Hedged volume (MBbls)
276

 

 

 

Short put ($/Bbl)
$
70.00

 
$

 
$

 
$

Long put ($/Bbl)
$
90.00

 
$

 
$

 
$

Short call ($/Bbl)
$
101.62

 
$

 
$

 
$

Put options (NYMEX WTI):
 
 
 
 
 
 
 
Hedged volume (MBbls)
864

 
3,271

 
384

 

Average price ($/Bbl)
$
90.00

 
$
90.00

 
$
90.00

 
$

Natural gas basis differential positions: (2)
 
 
 
 
 
 
 
Panhandle basis swaps: (3)
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
21,970

 
59,954

 
59,138

 
16,425

Hedged differential ($/MMBtu)
$
(0.33
)
 
$
(0.32
)
 
$
(0.33
)
 
$
(0.33
)
NWPL Rockies basis swaps: (3)
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
14,479

 
65,794

 
38,880

 
10,804

Hedged differential ($/MMBtu)
$
(0.23
)
 
$
(0.24
)
 
$
(0.19
)
 
$
(0.19
)
MichCon basis swaps: (3)
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
2,355

 
7,768

 
7,437

 
2,044

Hedged differential ($/MMBtu)
$
0.06

 
$
0.05

 
$
0.05

 
$
0.05

Houston Ship Channel basis swaps: (3)
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
7,443

 
34,364

 
36,730

 
986

Hedged differential ($/MMBtu)
$
(0.03
)
 
$
(0.02
)
 
$
(0.02
)
 
$
(0.08
)
Permian basis swaps: (3)
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
1,279

 
4,219

 
4,819

 
1,314

Hedged differential ($/MMBtu)
$
(0.21
)
 
$
(0.20
)
 
$
(0.20
)
 
$
(0.20
)
SoCal basis swaps: (4)
 
 
 
 
 
 
 
Hedged volume (MMMBtu)
8,280

 
32,940

 

 

Hedged differential ($/MMBtu)
$
(0.03
)
 
$
(0.03
)
 
$

 
$


15

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

 
October 1 - December 31, 2015
 
2016
 
2017
 
2018
Oil timing differential positions:
 
 
 
 
 
 
 
Trade month roll swaps (NYMEX WTI): (5)
 
 
 
 
 
 
 
Hedged volume (MBbls)
1,828

 
7,446

 
6,486

 

Hedged differential ($/Bbl)
$
0.24

 
$
0.25

 
$
0.25

 
$

(1) 
Includes certain outstanding fixed price oil swaps of approximately 5,384 MBbls which may be extended annually at a price of $100.00 per Bbl for each of the years ending December 31, 2017, and December 31, 2018, and $90.00 per Bbl for the year ending December 31, 2019, at counterparty election on a designated date in each respective preceding year. The extension for each year is exercisable without respect to the other years.
(2) 
Settle on the respective pricing index to hedge basis differential to the NYMEX Henry Hub natural gas price.
(3) 
For positions which hedge exposure to differentials in producing areas, the Company receives the NYMEX Henry Hub natural gas price plus the respective spread and pays the specified index price. Cash settlements are made on a net basis.
(4) 
For positions which hedge exposure to differentials in consuming areas, the Company pays the NYMEX Henry Hub natural gas price plus the respective spread and receives the specified index price. Cash settlements are made on a net basis.
(5) 
The Company hedges the timing risk associated with the sales price of oil in the Mid-Continent, Hugoton Basin and Permian Basin regions. In these regions, the Company generally sells oil for the delivery month at a sales price based on the average NYMEX WTI price during that month, plus an adjustment calculated as a spread between the weighted average prices of the delivery month, the next month and the following month during the period when the delivery month is prompt (the “trade month roll”).
During the nine months ended September 30, 2015, the Company entered into commodity derivative contracts consisting of natural gas basis swaps for May 2015 through December 2017 to hedge exposure to differentials in certain producing areas, and oil swaps for April 2015 through December 2015. In addition, the Company entered into natural gas basis swaps for May 2015 through December 2016 to hedge exposure to the differential in California, where it consumes natural gas in its heavy oil development operations.
Settled derivatives on natural gas production for the three months and nine months ended September 30, 2015, included volumes of 47,864 MMMBtu and 142,031 MMMBtu, respectively, at an average contract price of $5.12 per MMBtu. Settled derivatives on oil production for the three months and nine months ended September 30, 2015, included volumes of 5,060 MBbls and 13,855 MBbls, respectively, at average contract prices of $87.53 per Bbl and $89.86 per Bbl. Settled derivatives on natural gas production for the three months and nine months ended September 30, 2014, included volumes of 44,621 MMMBtu and 132,408 MMMBtu, respectively, at an average contract price of $5.14 per MMBtu. Settled derivatives on oil production for the three months and nine months ended September 30, 2014, included volumes of 6,299 MBbls and 18,690 MBbls, respectively, at an average contract price of $92.39 per Bbl.
The natural gas derivatives are settled based on the closing price of NYMEX Henry Hub natural gas on the last trading day for the delivery month, which occurs on the third business day preceding the delivery month, or the relevant index prices of natural gas published in Inside FERC’s Gas Market Report on the first business day of the delivery month. The oil derivatives are settled based on the average closing price of NYMEX WTI crude oil for each day of the delivery month.

16

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

Balance Sheet Presentation
The Company’s commodity derivatives are presented on a net basis in “derivative instruments” on the condensed consolidated balance sheets. The following summarizes the fair value of derivatives outstanding on a gross basis:
 
September 30,
2015
 
December 31,
2014
 
(in thousands)
Assets:
 
 
 
Commodity derivatives
$
1,887,082

 
$
2,014,815

Liabilities:
 
 
 
Commodity derivatives
$
35,390

 
$
90,260

By using derivative instruments to economically hedge exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company’s counterparties are current participants or affiliates of participants in its Credit Facilities or were participants or affiliates of participants in its Credit Facilities at the time it originally entered into the derivatives. The Credit Facilities are secured by the Company’s oil, natural gas and NGL reserves; therefore, the Company is not required to post any collateral. The Company does not receive collateral from its counterparties. The maximum amount of loss due to credit risk that the Company would incur if its counterparties failed completely to perform according to the terms of the contracts, based on the gross fair value of financial instruments, was approximately $1.9 billion at September 30, 2015. The Company minimizes the credit risk in derivative instruments by: (i) limiting its exposure to any single counterparty; (ii) entering into derivative instruments only with counterparties that meet the Company’s minimum credit quality standard, or have a guarantee from an affiliate that meets the Company’s minimum credit quality standard; and (iii) monitoring the creditworthiness of the Company’s counterparties on an ongoing basis. In accordance with the Company’s standard practice, its commodity derivatives are subject to counterparty netting under agreements governing such derivatives and therefore the risk of loss due to counterparty nonperformance is somewhat mitigated.
Gains (Losses) on Derivatives
A summary of gains and losses on derivatives included on the condensed consolidated statements of operations is presented below:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
 
 
 
 
 
 
 
 
Gains (losses) on oil and natural gas derivatives
$
549,029

 
$
451,702

 
$
782,622

 
$
(198,579
)
Lease operating expenses (1)
(162
)
 

 
2,898

 

Total gains (losses) on oil and natural gas derivatives
$
548,867

 
$
451,702

 
$
785,520

 
$
(198,579
)
(1) 
Consists of gains and (losses) on derivatives used to hedge exposure to differentials in consuming areas, which were entered into in March 2015.
For the three months and nine months ended September 30, 2015, the Company received net cash settlements of approximately $292 million and $858 million, respectively. For the three months and nine months ended September 30, 2014, the Company received net cash settlements of approximately $10 million and paid net cash settlements of approximately $13 million, respectively.

17

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

Note 8 – Fair Value Measurements on a Recurring Basis
The Company accounts for its commodity derivatives at fair value (see Note 7) on a recurring basis. The Company determines the fair value of its oil and natural gas derivatives utilizing pricing models that use a variety of techniques, including market quotes and pricing analysis. Inputs to the pricing models include publicly available prices and forward price curves generated from a compilation of data gathered from third parties. Company management validates the data provided by third parties by understanding the pricing models used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming that those instruments trade in active markets. Assumed credit risk adjustments, based on published credit ratings, public bond yield spreads and credit default swap spreads are applied to the Company’s commodity derivatives.
Fair Value Hierarchy
In accordance with applicable accounting standards, the Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The following presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis:
 
September 30, 2015
 
Level 2
 
Netting (1)
 
Total
 
(in thousands)
Assets:
 
 
 
 
 
Commodity derivatives
$
1,887,082

 
$
(33,185
)
 
$
1,853,897

Liabilities:
 
 
 
 
 
Commodity derivatives
$
35,390

 
$
(33,185
)
 
$
2,205

 
December 31, 2014
 
Level 2
 
Netting (1)
 
Total
 
(in thousands)
Assets:
 
 
 
 
 
Commodity derivatives
$
2,014,815

 
$
(89,576
)
 
$
1,925,239

Liabilities:
 
 
 
 
 
Commodity derivatives
$
90,260

 
$
(89,576
)
 
$
684

(1) 
Represents counterparty netting under agreements governing such derivatives.
Note 9 – Asset Retirement Obligations
The Company has the obligation to plug and abandon oil and natural gas wells and related equipment at the end of production operations. Estimated asset retirement costs are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets when the obligation is incurred. The liabilities are included in “other accrued liabilities” and “other noncurrent liabilities” on the condensed consolidated balance sheets. Accretion expense is included in “depreciation, depletion and amortization” on the condensed consolidated statements of operations. The fair value of additions to the asset retirement obligations is estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plug and abandon costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors (2% for the nine months ended September 30, 2015); and (iv) a credit-adjusted risk-free interest rate (average of 5.5% for the nine months ended September 30, 2015). These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change.

18

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

The following presents a reconciliation of the Company’s asset retirement obligations (in thousands):
Asset retirement obligations at December 31, 2014
$
497,570

Liabilities added from drilling
2,857

Liabilities associated with assets sold
(2,594
)
Current year accretion expense
22,290

Settlements
(3,749
)
Revision of estimates
2,022

Asset retirement obligations at September 30, 2015
$
518,396


Note 10 – Commitments and Contingencies
For certain statewide class action royalty payment disputes where a reserve has not yet been established, the Company has denied that it has any liability on the claims and has raised arguments and defenses that, if accepted by the courts, will result in no loss to the Company. In addition, the Company is involved in various other disputes arising in the ordinary course of business. The Company is not currently a party to any litigation or pending claims that it believes would have a material adverse effect on its overall business, financial position, results of operations or liquidity; however, cash flow could be significantly impacted in the reporting periods in which such matters are resolved.
During the nine months ended September 30, 2015, and September 30, 2014, the Company made no significant payments to settle any legal, environmental or tax proceedings. The Company regularly analyzes current information and accrues for probable liabilities on the disposition of certain matters as necessary. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.
In 2008, Lehman Brothers Holdings Inc. and Lehman Brothers Commodity Services Inc. (together “Lehman”), filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York. In March 2011, the Company and Lehman entered into Termination Agreements under which the Company was granted general unsecured claims against Lehman in the amount of $51 million (the “Company Claim”). In December 2011, a Chapter 11 Plan was approved by the Bankruptcy Court. In both April 2015 and April 2014, the Company received approximately $3 million of the Company Claim, of which both amounts are included in “gains (losses) on oil and natural gas derivatives” on the condensed consolidated statements of operations. In the aggregate, the Company has received approximately $49 million of the Company Claim.
Note 11 – Earnings Per Unit
Basic earnings per unit is computed by dividing net earnings attributable to unitholders by the weighted average number of units outstanding during each period. Diluted earnings per unit is computed by adjusting the average number of units outstanding for the dilutive effect, if any, of unit equivalents. The Company uses the treasury stock method to determine the dilutive effect.

19

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

The following table provides a reconciliation of the numerators and denominators of the basic and diluted per unit computations for net loss:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per unit data)
 
 
 
 
 
 
 
 
Net loss
$
(1,569,317
)
 
$
(4,100
)
 
$
(2,287,604
)
 
$
(297,307
)
Allocated to participating securities

 
(2,097
)
 
(3,081
)
 
(6,289
)
 
$
(1,569,317
)
 
$
(6,197
)
 
$
(2,290,685
)
 
$
(303,596
)
 
 
 
 
 
 
 
 
Basic net loss per unit
$
(4.47
)
 
$
(0.02
)
 
$
(6.72
)
 
$
(0.92
)
Diluted net loss per unit
$
(4.47
)
 
$
(0.02
)
 
$
(6.72
)
 
$
(0.92
)
 
 
 
 
 
 
 
 
Basic weighted average units outstanding
350,695

 
329,168

 
340,831

 
328,783

Dilutive effect of unit equivalents

 

 

 

Diluted weighted average units outstanding
350,695

 
329,168

 
340,831

 
328,783

Basic units outstanding excludes the effect of weighted average anti-dilutive unit equivalents related to approximately 4 million and 5 million unit options and warrants for the three months and nine months ended September 30, 2015, respectively, and approximately 6 million for both the three months and nine months ended September 30, 2014. All equivalent units were antidilutive for both the three months and nine months ended September 30, 2015, and September 30, 2014.
Note 12 – Income Taxes
The Company is a limited liability company treated as a partnership for federal and state income tax purposes, with the exception of the state of Texas, in which income tax liabilities and/or benefits of the Company are passed through to its unitholders. Limited liability companies are subject to Texas margin tax. In addition, certain of the Company’s subsidiaries are Subchapter C-corporations subject to federal and state income taxes. As such, with the exception of the state of Texas and certain subsidiaries, the Company is not a taxable entity, it does not directly pay federal and state income taxes and recognition has not been given to federal and state income taxes for the operations of the Company. Amounts recognized for income taxes are reported in “income tax expense (benefit)” on the condensed consolidated statements of operations.
Note 13 – Supplemental Disclosures to the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows
“Other accrued liabilities” reported on the condensed consolidated balance sheets include the following:
 
September 30,
2015
 
December 31,
2014
 
(in thousands)
 
 
 
 
Accrued interest
$
126,966

 
$
105,310

Accrued compensation
37,860

 
44,875

Asset retirement obligations
16,187

 
16,187

Other
1,165

 
1,364

 
$
182,178

 
$
167,736


20

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below:
 
Nine Months Ended
September 30,
 
2015
 
2014
 
(in thousands)
 
 
 
 
Cash payments for interest, net of amounts capitalized
$
386,118

 
$
345,687

Cash payments for income taxes
$
627

 
$

 
 
 
 
Noncash investing activities:
 
 
 
Accrued capital expenditures
$
98,404

 
$
273,220

For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. At September 30, 2015, “restricted cash” on the condensed consolidated balance sheet includes $250 million which LINN Energy borrowed under the LINN Credit Facility and contributed to Berry in May 2015 to post with Berry’s lenders in connection with the reduction in the Berry Credit Facility’s borrowing base. Restricted cash also includes approximately $7 million and $6 million at September 30, 2015, and December 31, 2014, respectively, of cash deposited by the Company into a separate account designated for asset retirement obligations in accordance with contractual agreements.
The Company manages its working capital and cash requirements to borrow only as needed from its Credit Facilities. At December 31, 2014, net outstanding checks of approximately $95 million were reclassified and included in “accounts payable and accrued expenses” on the condensed consolidated balance sheet. At September 30, 2015, no net outstanding checks were reclassified. Net outstanding checks are presented as cash flows from financing activities and included in “other” on the condensed consolidated statements of cash flows.
Note 14 – Related Party Transactions
LinnCo
LinnCo, LLC (“LinnCo”), an affiliate of LINN Energy, was formed on April 30, 2012. LinnCo’s initial sole purpose was to own units in LINN Energy. In connection with the 2013 acquisition of Berry, LinnCo amended its limited liability company agreement to permit, among other things, the acquisition and subsequent contribution of assets to LINN Energy. All of LinnCo’s common shares are held by the public. As of September 30, 2015, LinnCo had no significant assets or operations other than those related to its interest in LINN Energy and owned approximately 37% of LINN Energy’s outstanding units.
LINN Energy has agreed to provide to LinnCo, or to pay on LinnCo’s behalf, any financial, legal, accounting, tax advisory, financial advisory and engineering fees, and other administrative and out-of-pocket expenses incurred by LinnCo, along with any other expenses incurred in connection with any public offering of shares in LinnCo or incurred as a result of being a publicly traded entity. These expenses include costs associated with annual, quarterly and other reports to holders of LinnCo shares, tax return and Form 1099 preparation and distribution, NASDAQ listing fees, printing costs, independent auditor fees and expenses, legal counsel fees and expenses, limited liability company governance and compliance expenses and registrar and transfer agent fees. In addition, the Company has agreed to indemnify LinnCo and its officers and directors for damages suffered or costs incurred (other than income taxes payable by LinnCo) in connection with carrying out LinnCo’s activities. All expenses and costs paid by LINN Energy on LinnCo’s behalf are expensed by LINN Energy.
For the three months and nine months ended September 30, 2015, LinnCo incurred total general and administrative expenses and certain offering costs of approximately $965,000 and $2.8 million, respectively, all of which had been paid by LINN Energy on LinnCo’s behalf as of September 30, 2015. The expenses for the three months and nine months ended September 30, 2015, include approximately $491,000 and $1.5 million, respectively, related to services provided by LINN Energy necessary for the conduct of LinnCo’s business, such as accounting, legal, tax, information technology and other expenses.

21

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

For the three months and nine months ended September 30, 2014, LinnCo incurred total general and administrative expenses and certain offering costs of approximately $644,000 and $2.1 million, respectively, of which approximately $1.9 million had been paid by LINN Energy on LinnCo’s behalf as of September 30, 2014. The expenses for the three months and nine months ended September 30, 2014, include approximately $470,000 and $1.4 million, respectively, related to services provided by LINN Energy necessary for the conduct of LinnCo’s business, such as accounting, legal, tax, information technology and other expenses. In addition, during the nine months ended September 30, 2014, LINN Energy paid approximately $11 million on LinnCo’s behalf for general and administrative expenses incurred by LinnCo in 2013.
During the three months and nine months ended September 30, 2015, the Company paid approximately $41 million and $121 million, respectively, in distributions to LinnCo attributable to LinnCo’s interest in LINN Energy. During the three months and nine months ended September 30, 2014, the Company paid approximately $94 million and $280 million, respectively, in distributions to LinnCo attributable to LinnCo’s interest in LINN Energy.
Other
One of the Company’s directors is the President and Chief Executive Officer of Superior Energy Services, Inc. (“Superior”), which provides oilfield services to the Company. For the three months and nine months ended September 30, 2015, the Company incurred expenditures of approximately $2 million and $7 million, respectively, and for the three months and nine months ended September 30, 2014, the Company incurred expenditures of approximately $5 million and $17 million, respectively, related to services rendered by Superior and its subsidiaries.
Note 15 – Subsidiary Guarantors
Linn Energy, LLC’s May 2019 senior notes, November 2019 senior notes, April 2020 senior notes, February 2021 senior notes and September 2021 senior notes are guaranteed by all of the Company’s material subsidiaries, other than Berry Petroleum Company, LLC, which is an indirect 100% wholly owned subsidiary of the Company.
The following condensed consolidating financial information presents the financial information of Linn Energy, LLC, the guarantor subsidiaries and the non-guarantor subsidiary in accordance with SEC Regulation S-X Rule 3‑10. The condensed consolidating financial information for the co-issuer, Linn Energy Finance Corp., is not presented as it has no assets, operations or cash flows. The financial information may not necessarily be indicative of the financial position or results of operations had the guarantor subsidiaries or non-guarantor subsidiary operated as independent entities. There are no restrictions on the Company’s ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries.
In 2014, the Company had a consolidated variable interest entity (“VIE”) that was not considered a subsidiary and did not guarantee any of Linn Energy, LLC’s or Berry Petroleum Company, LLC’s indebtedness; therefore, it is presented separately. The VIE structure was terminated in December 2014.

22

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2015
 
Linn Energy, LLC
 
Guarantor Subsidiaries
 
Non-
Guarantor Subsidiary
 
Eliminations
 
Consolidated
 
(in thousands)
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
32

 
$
61,969

 
$
282,805

 
$

 
$
344,806

Accounts receivable – trade, net

 
215,626

 
55,530

 

 
271,156

Accounts receivable – affiliates
3,265,327

 
6,329

 

 
(3,271,656
)
 

Derivative instruments

 
1,105,635

 
26,529

 

 
1,132,164

Other current assets

 
68,813

 
43,420

 
(11
)
 
112,222

Total current assets
3,265,359

 
1,458,372

 
408,284

 
(3,271,667
)
 
1,860,348

 
 
 
 
 
 
 
 
 
 
Noncurrent assets:
 
 
 
 
 
 
 
 
 
Oil and natural gas properties (successful efforts method)

 
13,061,758

 
5,000,233

 

 
18,061,991

Less accumulated depletion and amortization

 
(6,517,088
)
 
(1,493,749
)
 
57,440

 
(7,953,397
)
 

 
6,544,670

 
3,506,484

 
57,440

 
10,108,594

 
 
 
 
 
 
 
 
 
 
Other property and equipment

 
584,892

 
128,891

 

 
713,783

Less accumulated depreciation

 
(171,095
)
 
(16,288
)
 

 
(187,383
)
 

 
413,797

 
112,603

 

 
526,400

 
 
 
 
 
 
 
 
 
 
Derivative instruments

 
721,397

 
336

 

 
721,733

Restricted cash

 
6,798

 
250,245

 

 
257,043

Notes receivable – affiliates
181,400

 

 

 
(181,400
)
 

Investments in consolidated subsidiaries
6,779,570

 

 

 
(6,779,570
)
 

Other noncurrent assets, net
88,217

 
5,387

 
10,747

 

 
104,351

 
7,049,187

 
733,582

 
261,328

 
(6,960,970
)
 
1,083,127

Total noncurrent assets
7,049,187

 
7,692,049

 
3,880,415

 
(6,903,530
)
 
11,718,121

Total assets
$
10,314,546

 
$
9,150,421

 
$
4,288,699

 
$
(10,175,197
)
 
$
13,578,469

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND UNITHOLDERS’ CAPITAL
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
776

 
$
391,449

 
$
176,124

 
$

 
$
568,349

Accounts payable – affiliates

 
3,265,327

 
6,329

 
(3,271,656
)
 

Derivative instruments

 

 
1,462

 

 
1,462

Other accrued liabilities
116,969

 
52,513

 
12,707

 
(11
)
 
182,178

Total current liabilities
117,745

 
3,709,289

 
196,622

 
(3,271,667
)
 
751,989

 
 
 
 
 
 
 
 
 
 
Noncurrent liabilities:
 

 
 

 
 

 
 

 
 

Credit facilities
2,305,000

 

 
1,173,175

 

 
3,478,175

Term loan
500,000

 

 

 

 
500,000

Senior notes, net
5,204,297

 

 
845,804

 

 
6,050,101

Notes payable – affiliates

 
181,400

 

 
(181,400
)
 

Derivative instruments

 
320

 
423

 

 
743

Other noncurrent liabilities

 
402,225

 
200,931

 

 
603,156

Total noncurrent liabilities
8,009,297

 
583,945

 
2,220,333

 
(181,400
)
 
10,632,175

 
 
 
 
 
 
 
 
 
 
Unitholders’ capital:
 
 
 
 
 
 
 
 
 
Units issued and outstanding
5,327,314

 
4,831,078

 
2,757,836

 
(7,582,113
)
 
5,334,115

Accumulated income (deficit)
(3,139,810
)
 
26,109

 
(886,092
)
 
859,983

 
(3,139,810
)
 
2,187,504

 
4,857,187

 
1,871,744

 
(6,722,130
)
 
2,194,305

Total liabilities and unitholders’ capital
$
10,314,546

 
$
9,150,421

 
$
4,288,699

 
$
(10,175,197
)
 
$
13,578,469


23

LINN ENERGY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued
(Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2014
 
Linn Energy, LLC
 
Guarantor Subsidiaries
 
Non-
Guarantor Subsidiary
 
Eliminations
 
Consolidated
 
(in thousands)
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
38

 
$
185

 
$
1,586

 
$

 
$
1,809

Accounts receivable – trade, net

 
371,325

 
100,359

 

 
471,684

Accounts receivable – affiliates
4,028,890

 
13,205

 

 
(4,042,095
)
 

Derivative instruments

 
1,033,448

 
43,694

 

 
1,077,142

Other current assets
18

 
96,678

 
59,259

 

 
155,955

Total current assets
4,028,946

 
1,514,841

 
204,898

 
(4,042,095
)
 
1,706,590

 
 
 
 
 
 
 
 
 
 
Noncurrent assets:
 
 
 
 
 
 
 
 
 
Oil and natural gas properties (successful efforts method)

 
13,196,841

 
4,872,059

 

 
18,068,900

Less accumulated depletion and amortization

 
(4,342,675
)
 
(525,007
)
 

 
(4,867,682
)
 

 
8,854,166

 
4,347,052

 

 
13,201,218

 
 
 
 
 
 
 
 
 
 
Other property and equipment

 
553,150

 
115,999

 

 
669,149

Less accumulated depreciation

 
(135,830
)
 
(8,452
)
 

 
(144,282
)